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Home My WebLink AboutC24-092 Scott Grover AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN EAGLE COUNTY, COLORADO AND SCOTT GROVER, PRO RODEO ANNOUNCER THIS AGREEMENT (“Agreement”) is effective as of _________________ by and between Scott Grover, Pro Rodeo Announcer, an individual (hereinafter “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, County desires to hire Contractor to announce at the 2024 Eagle County Fair and Rodeo (the “Project”) to be held at the Eagle County Fair and Rodeo (“Project”) to be held at Eagle County Fairgrounds, located at 426 Fairgrounds Road, Eagle, Colorado 81631 (the “Fairgrounds”); and WHEREAS, Contractor is authorized to do business in the State of Colorado and has the time, skill, expertise, and experience necessary to provide the Services as defined below in paragraph 1 hereof; and WHEREAS, this Agreement shall govern the relationship between Contractor and County in connection with the Services. AGREEMENT NOW, THEREFORE, in consideration of the foregoing and the following promises Contractor and County agree as follows: 1. Services. Contractor agrees to diligently provide all services, labor, personnel and materials necessary to perform and complete the services described in Exhibit A (“Services”) which is attached hereto and incorporated herein by reference. The Services shall be performed in accordance with the provisions and conditions of this Agreement. a. Contractor agrees to furnish the Services on July 25, July 26, and July 27, 2024 and in accordance with the schedule established in Exhibit A. If no completion date is specified in Exhibit A, then Contractor agrees to furnish the Services in a timely and expeditious manner consistent with the applicable standard of care. By signing below Contractor represents that it has the expertise and personnel necessary to properly and timely perform the Services. b. In the event of any conflict or inconsistency between the terms and conditions set forth in Exhibit A and the terms and conditions set forth in this Agreement, the terms and conditions set forth in this Agreement shall prevail. c. Contractor agrees that it will not enter into any consulting or other arrangements with third parties that will conflict in any manner with the Services. DocuSign Envelope ID: 7D44945F-84A8-4F42-B6ED-B50D045DE2CB 2/14/2024 2 Eagle County Prof Services Final 8/15/2022 2. County’s Representative. The Fair and Rodeo Department’s designee shall be Contractor’s contact with respect to this Agreement and performance of the Services. 3. Term of the Agreement. This Agreement shall commence upon the date first written above, and subject to the provisions of paragraph 11 hereof, shall continue in full force and effect for a period of one year. 4. Extension or Modification. This Agreement may be extended for up to three additional one year terms upon written agreement of the parties. Any amendments or modifications shall be in writing signed by both parties. No additional services or work performed by Contractor shall be the basis for additional compensation unless and until Contractor has obtained written authorization and acknowledgement by County for such additional services in accordance with County’s internal policies. Accordingly, no course of conduct or dealings between the parties, nor verbal change orders, express or implied acceptance of alterations or additions to the Services, and no claim that County has been unjustly enriched by any additional services, whether or not there is in fact any such unjust enrichment, shall be the basis of any increase in the compensation payable hereunder. In the event that written authorization and acknowledgment by County for such additional services is not timely executed and issued in strict accordance with this Agreement, Contractor’s rights with respect to such additional services shall be deemed waived and such failure shall result in non-payment for such additional services or work performed. 5. Compensation. County shall compensate Contractor for the performance of the Services in a sum computed and payable as set forth in Exhibit A. The performance of the Services under this Agreement shall not exceed $6,000. Consultant shall not be entitled to bill at overtime and/or double time rates for work done outside of normal business hours unless specifically authorized in writing by County. a. Payment will be made for Services satisfactorily performed within thirty (30) days of receipt of a proper and accurate invoice from Contractor. All invoices shall include detail regarding the hours spent, tasks performed, who performed each task and such other detail as County may request. b. If, at any time during the term or after termination or expiration of this Agreement, County reasonably determines that any payment made by County to Contractor was improper because the Services for which payment was made were not performed as set forth in this Agreement, then upon written notice of such determination and request for reimbursement from County, Contractor shall forthwith return such payment(s) to County. Upon termination or expiration of this Agreement, unexpended funds advanced by County, if any, shall forthwith be returned to County. c. County will not withhold any taxes from monies paid to the Contractor hereunder and Contractor agrees to be solely responsible for the accurate reporting and payment of any taxes related to payments made pursuant to the terms of this Agreement. d. Notwithstanding anything to the contrary contained in this Agreement, County shall have no obligations under this Agreement after, nor shall any payments be made to Contractor in respect of any period after December 31 of any year, without an appropriation therefor by County in accordance with a DocuSign Envelope ID: 7D44945F-84A8-4F42-B6ED-B50D045DE2CB 3 Eagle County Prof Services Final 8/15/2022 budget adopted by the Board of County Commissioners in compliance with Article 25, title 30 of the Colorado Revised Statutes, the Local Government Budget Law (C.R.S. 29-1-101 et. seq.) and the TABOR Amendment (Colorado Constitution, Article X, Sec. 20). 6. Subcontractors. Contractor acknowledges that County has entered into this Agreement in reliance upon the particular reputation and expertise of Contractor. Contractor shall not enter into any sub-consultant agreements for the performance of any of the Services or additional services without County’s prior written consent, which may be withheld in County’s sole discretion. County shall have the right in its reasonable discretion to approve all personnel assigned to the subject Project during the performance of this Agreement and no personnel to whom County has an objection, in its reasonable discretion, shall be assigned to the Project. Contractor shall require each sub-consultant, as approved by County and to the extent of the Services to be performed by the sub-consultant, to be bound to Contractor by the terms of this Agreement, and to assume toward Contractor all the obligations and responsibilities which Contractor, by this Agreement, assumes toward County. County shall have the right (but not the obligation) to enforce the provisions of this Agreement against any sub-consultant hired by Contractor and Contractor shall cooperate in such process. The Contractor shall be responsible for the acts and omissions of its agents, employees and subcontractors or sub-contractors. 7. Insurance. Contractor agrees to provide and maintain at Contractor’s sole cost and expense, the following insurance coverage with limits of liability not less than those stated below: a. Types of Insurance. i. Workers’ Compensation insurance as required by law. ii. Auto coverage with limits of liability not less than $1,000,000 each accident combined bodily injury and property damage liability insurance, including coverage for owned, hired, and non-owned vehicles. iii. Commercial General Liability coverage to include premises and operations, personal/advertising injury, products/completed operations, broad form property damage with limits of liability not less than $1,000,000 per occurrence and $2,000,000 aggregate limits. iv. Professional liability insurance with prior acts coverage for all Services required hereunder, in a form and with an insurer or insurers satisfactory to County, with limits of liability of not less than $1,000,000 per claim and $2,000,000 in the aggregate. In the event the professional liability insurance is on a claims-ma de basis, Consultant warrants that any retroactive date under the policy shall precede the effective date of this Agreement. Continuous coverage will be maintained during any applicable statute of limitations for the Services and Project. b. Other Requirements. DocuSign Envelope ID: 7D44945F-84A8-4F42-B6ED-B50D045DE2CB 4 Eagle County Prof Services Final 8/15/2022 i. The automobile and commercial general liability coverage shall be endorsed to include Eagle County, its associated or affiliated entities, its successors and assigns, elected officials, employees, agents and volunteers as additional insureds. ii. Contractor’s certificates of insurance shall include subcontractors as additional insureds under its policies or Contractor shall furnish to County separate certificates and endorsements for each sub-contractor. All coverage(s) for subcontractors shall be subject to the same minimum requirements identified above. Contractor and subcontractors, if any, shall maintain the foregoing coverage in effect until the Services are completed. In addition, all such policies shall be kept in force by Contractor and its subcontractors until the applicable statute of limitations for the Project and the Services has expired. iii. Insurance shall be placed with insurers duly licensed or authorized to do business in the State of Colorado and with an “A.M. Best” rating of not less than A-VII. iv. Contractor’s insurance coverage shall be primary and non-contributory with respect to all other available sources. Contractor’s policy shall contain a waiver of subrogation against Eagle County. v. All policies must contain an endorsement affording an unqualified thirty (30) days notice of cancellation to County in the event of cancellation of coverage. vi. All insurers must be licensed or approved to do business within the State of Colorado and all policies must be written on a per occurrence basis unless otherwise provided herein. vii. Contractor’s certificate of insurance evidencing all required coverage(s) is attached hereto as Exhibit B. Upon request, Contractor shall provide a copy of the actual insurance policy and/or required endorsements required under this Agreement within five (5) business days of a written request from County, and hereby authorizes Contractor’s broker, without further notice or authorization by Contractor, to immediately comply with any written request of County for a complete copy of the policy. viii. Contractor shall advise County in the event the general aggregate or other aggregate limits are reduced below the required per occurrence limit. Contractor, at its own expense, will reinstate the aggregate limits to comply with the minimum limits and shall furnish County a new certificate of insurance showing such coverage. ix. If Contractor fails to secure and maintain the insurance required by this Agreement and provide satisfactory evidence thereof to County, County shall be entitled to immediately terminate this Agreement. x. The insurance provisions of this Agreement shall survive expiration or termination hereof. DocuSign Envelope ID: 7D44945F-84A8-4F42-B6ED-B50D045DE2CB 5 Eagle County Prof Services Final 8/15/2022 xi. The parties hereto understand and agree that the County is relying on, and does not waive or intend to waive by any provision of this Agreement, the monetary limitations or rights, immunities and protections provided by the Colorado Governmental Immunity Act, as from time to time amended, or otherwise available to County, its affiliated entities, successors or assigns, its elected officials, employees, agents and volunteers. xii. Contractor is not entitled to workers’ compensation benefits except as provided by the Contractor, nor to unemployment insurance benefits unless unemployment compensation coverage is provided by Consultant or some other entity. The Consultant is obligated to pay all federal and state income tax on any moneys paid pursuant to this Agreement. 8. Indemnification. The Contractor shall indemnify and hold harmless County, and any of its officers, agents and employees against any losses, claims, damages or liabilities for which County may become subject to insofar as any such losses, claims, damages or liabilities arise out of, directly or indirectly, this Agreement, or are based upon any performance or nonperformance by Contractor or any of its subcontractors hereunder; and Contractor shall reimburse County for reasonable attorney fees and costs, legal and other expenses incurred by County in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnification shall not apply to claims by third parties against the County to the extent that County is liable to such third party for such claims without regard to the involvement of the Contractor. This paragraph shall survive expiration or termination hereof. 9. Ownership of Documents. All documents prepared by Contractor in connection with the Services shall become property of County. Contractor shall execute written assignments to County of all rights (including common law, statutory, and other rights, including copyrights) to the same as County shall from time to time request. For purposes of this paragraph, the term “documents” shall mean and include all reports, plans, studies, tape or other electronic recordings, drawings, sketches, estimates, data sheets, maps and work sheets produced, or prepared by or for Contractor (including any employee or subconsultant in connection with the performance of the Services and additional services under this Agreement). 10. Notice. Any notice required by this Agreement shall be deemed properly delivered when (i) personally delivered, or (ii) when mailed in the United States mail, first class postage prepaid, or (iii) when delivered by FedEx or other comparable courier service, charges prepaid, to the parties at their respective addresses listed below, or (iv) when transmitted via e-mail with confirmation of receipt. Either party may change its address for purposes of this paragraph by giving five (5) days prior written notice of such change to the other party. COUNTY: Eagle County, Colorado Attention: Tanya Dahlseid 500 Broadway Post Office Box 850 Eagle, CO 81631 Telephone: 970-328-8892 DocuSign Envelope ID: 7D44945F-84A8-4F42-B6ED-B50D045DE2CB 6 Eagle County Prof Services Final 8/15/2022 E-Mail: tanya.dahlseid@eaglecounty.us With a copy to: Eagle County Attorney 500 Broadway Post Office Box 850 Eagle, Co 81631 Telephone: 970-328-8685 E-Mail: atty@eaglecounty.us CONTRACTOR: Scott Grover 18635 Styne Road Camden Point, MO 64018 Telephone: 785-770-2439 E-Mail: apraannouncer@hotmail.com 11. Coordination. Contractor acknowledges that the development and processing of the Services for the Project may require close coordination between various consultants and contractors. Contractor shall coordinate the Services required hereunder with the other consultants and contractors that are identified by County to Contractor from time to time, and Contractor shall immediately notify such other consultants or contractors, in writing, of any changes or revisions to Contractor’s work product that might affect the work of others providing services for the Project and concurrently provide County with a copy of such notification. Contractor shall not knowingly cause other consultants or contractors extra work without obtaining prior written approval from County. If such prior approval is not obtained, Contractor shall be subject to any offset for the costs of such extra work. 12. Termination. County may terminate this Agreement, in whole or in part, at any time and for any reason, with or without cause, and without penalty therefor with seven (7) calendar days’ prior written notice to the Contractor. Upon termination of this Agreement, Contractor shall immediately provide County with all documents as defined in paragraph 9 hereof, in such format as County shall direct and shall return all County owned materials and documents. County shall pay Contractor for Services satisfactorily performed to the date of termination. 13. Venue, Jurisdiction and Applicable Law. Any and all claims, disputes or controversies related to this Agreement, or breach thereof, shall be litigated in the District Court for Eagle County, Colorado, which shall be the sole and exclusive forum for such litigation. This Agreement shall be construed and interpreted under and shall be governed by the laws of the State of Colorado. 14. Execution by Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The parties approve the use of electronic signatures for execution of this Agreement. Only the following two forms of electronic signatures shall be permitted to bind the parties to this DocuSign Envelope ID: 7D44945F-84A8-4F42-B6ED-B50D045DE2CB 7 Eagle County Prof Services Final 8/15/2022 Agreement: (i) Electronic or facsimile delivery of a fully executed copy of the signature page; (ii) the image of the signature of an authorized signer inserted onto PDF format documents. All documents must be properly notarized, if applicable. All use of electronic signatures shall be governed by the Uniform Electronic Transactions Act, C.R.S. 24-71.3-101 to 121. 15. Other Contract Requirements. a. Contractor shall be responsible for the completeness and accuracy of the Services, including all supporting data or other documents prepared or compiled in performance of the Services, and shall correct, at its sole expense, all significant errors and omissions therein. The fact that the County has accepted or approved the Services shall not relieve Contractor of any of its responsibilities. Contractor shall perform the Services in a skillful, professional and competent manner and in accordance with the standard of care, skill and diligence applicable to Contractor performing similar services. Contractor represents and warrants that it has the expertise and personnel necessary to properly perform the Services and covenants that its professional personnel are duly licensed to perform the Services within Colorado. This paragraph shall survive termination of this Agreement. b. Contractor agrees to work in an expeditious manner, within the sound exercise of its judgment and professional standards, in the performance of this Agreement. Time is of the essence with respect to this Agreement. c. This Agreement constitutes an agreement for performance of the Services by Contractor as an independent contractor and not as an employee of County. Nothing contained in this Agreement shall be deemed to create a relationship of employer-employee, master-servant, partnership, joint venture or any other relationship between County and Consultant except that of independent contractor. Contractor shall have no authority to bind County. d. Contractor represents and warrants that at all times in the performance of the Services, Contractor shall comply with any and all applicable laws, codes, rules and regulations. e. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all other agreements or understanding between the parties with respect thereto. f. Contractor shall not assign any portion of this Agreement without the prior written consent of the County. Any attempt to assign this Agreement without such consent shall be void. g. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted assigns and successors in interest. Enforcement of this Agreement and all rights and obligations hereunder are reserved solely for the parties, and not to any third party. h. No failure or delay by either party in the exercise of any right hereunder shall constitute a waiver thereof. No waiver of any breach shall be deemed a waiver of any preceding or succeeding breach. DocuSign Envelope ID: 7D44945F-84A8-4F42-B6ED-B50D045DE2CB 8 Eagle County Prof Services Final 8/15/2022 i. The invalidity, illegality or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision hereof. j. Contractor shall maintain for a minimum of three years, adequate financial and other records for reporting to County. Contractor shall be subject to financial audit by federal, state or county auditors or their designees. Contractor authorizes such audits and inspections of records during normal business hours, upon 48 hours’ notice to Contractor. Contractor shall fully cooperate during such audit or inspections. k. The signatories to this Agreement aver to their knowledge, no employee of the County has any personal or beneficial interest whatsoever in the Services or Property described in this Agreement. The Consultant has no beneficial interest, direct or indirect, that would conflict in any manner or degree with the performance of the Services and Contractor shall not employ any person having such known interests. [REST OF PAGE INTENTIONALLY LEFT BLANK] DocuSign Envelope ID: 7D44945F-84A8-4F42-B6ED-B50D045DE2CB 9 Eagle County Prof Services Final 8/15/2022 IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first set forth above. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager CONTRACTOR ____________________________________ Scott Grover DocuSign Envelope ID: 7D44945F-84A8-4F42-B6ED-B50D045DE2CB 10 Eagle County Prof Services Final 8/15/2022 EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES DocuSign Envelope ID: 7D44945F-84A8-4F42-B6ED-B50D045DE2CB EXHIBIT A SCOPE OF SERVICES, SCHEDULE, FEES Contractor shall provide the following announcing services for three (3) days during the 2024 Eagle County Fair and Rodeo. **Announcing services include: Announcing (3) rodeo performances: pre-rodeo promotions, including but not limited to TV/radio spots; and other activities deemed necessary prior to rodeo dates (pending availability of schedule). Said announcing will be performed from horseback if horseback announcing is requested. The County agrees to provide a stall or pen for animal and 3 bales of horse quality grass hay. 1.These Services shall be performed at the Eagle County Fairgrounds, 426 Fairgrounds Road, Eagle, CO 81631 2.The Services shall be provided by Contractor on the following dates at the following price: July 25, July 26, and July 27, 2024 during the 2024 Eagle County Fair and Rodeo at $2,000 per performance with the total for 3 days not to exceed $6,000. 3.The County and Contractor agree to provide all documents necessary for Contractor to do a professional job of announcing (i.e. entry and sponsor information, etc.), music and a professional sound system. 4. County agrees to provide electrical hook ups for an RV for the nights of July 25, July 26, and July 27 at no charge. DocuSign Envelope ID: 7D44945F-84A8-4F42-B6ED-B50D045DE2CB 11 Eagle County Prof Services Final 8/15/2022 EXHIBIT B Insurance Certificate DocuSign Envelope ID: 7D44945F-84A8-4F42-B6ED-B50D045DE2CB POLICY NUMBERCOVERAGES AND LIMITS UNDERLYING EXPOSURES AgentTelephone See reverse for important information.Moving?See your State Farm agent.Prepared138-3076f.810-11-2010(o1f3088b)008 25-CH-U317-6A-14-L FGROVER,SCOTT &REBECCA18635STYNERDCAMDENPOINTMO64018-9057 DEC 26 20230997 25-CH-U317-6DAN DEMORY INS AND FIN SVC IN(816)858-2411 9DFB-FB12StateFarmFireandCasualtyCompanyPOBox2356BloomingtonIL61702-2356 Personal Liability Umbrella PolicyRENEWALCERTIFICATEFEB112024toFEB112025DATEDUEFEB112024SEE BALANCE DUE NOTICE$268.00 $268.00 E I REB IPPD0114R2 201I ________________ ____ ________L Personal LiabilitySelf-Insured Retention $1,000,000None Forms and EndorsementsPersonalLiabilityUmbrella FP-7950.2MissouriGuarantyAssociationFE-7848FuelOilExclusionFE-5837 AUTOMOBILE EXPOSURESAutomobile(s)4AutomobileOperator(s)2OTHERLIABILITYEXPOSURESPersonalResidential Our records show the following underlyinginformation.This information was used indeterminingtherateofthepolicy. State Farm Customer Call Center Telephone Number:800-782-8332 Annual Premium $268.00AmountDue*Notify your agent immediately if the above listed Coverages and/or Underlying Exposures are incorrect.Your Coverages and/or bill can be affected if this information is not correct.Required Underlying Insurance on reverse side DocuSign Envelope ID: 7D44945F-84A8-4F42-B6ED-B50D045DE2CB (Terms in Bold in this section are defined in the policy)Minimum Underlying LimitsCombinedLimitsTypeofPolicy(Bodily Injury and Property Damage)or Split LimitsRequiredUnderlyingInsurance o1f0021b303 Automobile LiabilityRecreationalMotorVehicle Liability $500,000$500,000 Bodily Injury-Property Damage-Bodily Injury-$250,000$500,000$100,000$250,000 Per PersonPerAccidentPerAccidentPerPersonIncludingPassengerBodilyInjuryPersonalResidentialLiability$100,000 Property Damage-$500,000$100,000 Per AccidentPerAccidentWatercraftLiability$100,000 CONTINUED FROM FRONT NOTICE TO POLICYHOLDER:Policy changes requested before the "Date Prepared",which appear on this notice,are effective on the Effective Date of thispolicyunlessotherwiseindicatedbyaseparateendorsement,binder,or amended declarations.Any coverage forms attachedtothisnoticearealsoeffectiveontheEffectiveDateofthispolicy.Policy changes requested after the "Date Prepared"will be sent to you as an amended declarations or as an endorsement toyourpolicy.Billing for any additional premium for such changes will be mailed at a later date.Please keep this with your policy.Rev.08-01-2006 (o1r3092a) DocuSign Envelope ID: 7D44945F-84A8-4F42-B6ED-B50D045DE2CB